On March 4, 2024, MP Materials Corp. announced the commencement of a private offering, subject to market and other conditions, of $500 million aggregate principal amount of its Convertible Senior Notes due 2030 (the ?notes?). The Company also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date the Company first issues the notes, up to an additional $75 million aggregate principal amount of the notes.

The notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. In connection with the offering, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes, their respective affiliates and/or other financial institutions (the ?option counterparties?).

If the initial purchasers exercise their option to purchase additional notes, the Company expects to enter into additional capped call transactions with the option counterparties.